Terms & Conditions

Definitions

"Services" means all web design, development, branding, client portal builds, landing pages, and any related deliverables provided by ZELYQOR LABS.

"Project" means the specific scope of work agreed upon in writing between ZELYQOR LABS and the Client prior to commencement of work.

"Deliverables" means the specific outputs produced by ZELYQOR LABS as defined in the confirmed project scope.

"Deposit" means the non-refundable 50% upfront payment required before any work begins.

"Final Payment" means the remaining 50% balance due upon project completion, before site launch or file transfer.

"Scope Creep" means any request for work, features, or deliverables beyond what was expressly agreed upon in the written project scope.

Scope of Services

All project deliverables must be confirmed in writing — via email, signed project contract, or written message — before work commences. The written, confirmed scope constitutes the sole and complete description of what is included in the project. Any verbal discussions, informal conversations, or implied expectations that are not documented in the confirmed scope are not binding on ZELYQOR LABS.

ZELYQOR LABS reserves the sole right to decline, pause, or terminate any project engagement that is deemed an unsuitable fit, in violation of these terms, or that involves unlawful, unethical, or harmful content. Such termination shall be subject to the Cancellation terms set forth in Section 06.

Payment Terms

All projects require a non-refundable 50% deposit before any work begins. ZELYQOR LABS will not commence any work, reserve any project slot, or begin any planning or communication related to deliverables until the deposit has been received and confirmed.

The remaining 50% Final Payment is due in full upon project completion, prior to the site going live, prior to any file or asset transfer, and prior to the release of any login credentials, hosting access, or domain control.

All payments are processed via Stripe. By submitting payment, the Client agrees to Stripe's terms of service. All sales are final. ZELYQOR LABS does not offer refunds except as expressly stated in Section 06 (Cancellation) of this Agreement.

In the event of a chargeback or payment dispute initiated by the Client without prior written notice to ZELYQOR LABS, ZELYQOR LABS reserves the right to immediately suspend all work, revoke site access, and pursue recovery of all amounts owed including any fees incurred as a result of the dispute.

Revisions & Change Orders

ZELYQOR LABS includes reasonable revision rounds with every paid project. A "revision" is defined as a modification to existing, already-designed elements — including layout adjustments, copy edits, color changes, image swaps, or minor structural changes — that remain within the agreed scope.

The following are expressly not considered revisions and will be quoted as separate change orders:

• New pages, sections, or features not included in the original written scope
• Changes to the overall design concept, direction, or brand strategy after client approval
• Rebuilding or redesigning sections that have already been reviewed, approved, and signed off by the Client
• Copy rewrites, photography, or content creation not originally included in scope
• Any third-party integrations, plugins, or functionality not specified in the original scope

All change orders must be agreed upon in writing and paid in advance before additional work begins. Requesting a change order does not pause or extend the original project timeline without mutual written agreement.

Timeline & Client Responsibilities

Estimated project timelines are provided at the outset of each engagement. All timelines are conditional upon the Client fulfilling their obligations in a timely manner. ZELYQOR LABS is not responsible for delays resulting from the Client's failure to provide required materials, feedback, or approvals.

The Client is solely responsible for providing the following in a timely manner:

• Brand assets including logo files (PNG, SVG, or AI preferred), approved color palette, and typography specifications
• All written copy and text content, unless copywriting services are expressly included in the agreed scope
• Photography, imagery, or clear written direction for visual content
• Login credentials or administrative access to any platforms, hosting accounts, or domains being updated
• Written feedback and approvals at each project milestone within 48 hours of delivery

Cancellation & Kill Fee

Either party may cancel this Agreement by providing written notice via email. The following terms apply upon cancellation:

Client-initiated cancellation:

• The Deposit is non-refundable under all circumstances once work has commenced
• If work completed at the time of cancellation constitutes less than 50% of the total project scope, the Deposit serves as the full and final kill fee — no additional amounts are owed
• If work completed at the time of cancellation constitutes 50% or more of the total project scope, the full project fee becomes immediately due and payable
• All partially completed work, code, design files, and assets remain the exclusive property of ZELYQOR LABS until all outstanding balances are paid in full
• No files, assets, credentials, or partially completed deliverables will be transferred to the Client while any balance remains outstanding

ZELYQOR LABS-initiated cancellation:

• If ZELYQOR LABS cancels a project for reasons unrelated to Client breach or non-payment, the full Deposit will be refunded within 5 business days
• If ZELYQOR LABS cancels due to Client breach of this Agreement, including but not limited to non-payment, harassment, or violation of these terms, the Deposit is non-refundable

Intellectual Property & Ownership

Upon receipt and clearance of the Final Payment in full, ZELYQOR LABS assigns to the Client all right, title, and interest in and to the custom-designed and developed deliverables created specifically for that project, including all associated code, design assets, and graphics.

Until Final Payment is received in full, all work product — including but not limited to code, design files, mockups, copy, graphics, and any other deliverables — remains the sole and exclusive intellectual property of ZELYQOR LABS. The Client has no right to use, publish, distribute, copy, modify, or otherwise exploit any work product prior to full payment.

The following are expressly not transferred to the Client under any circumstances:

• Third-party licensed fonts, stock images, icons, or software used in the project (the Client must obtain their own licenses where required)
• ZELYQOR LABS's proprietary frameworks, templates, code libraries, or design systems not created exclusively for this project
• Any tools, plugins, or technologies owned by third parties

Portfolio Rights: ZELYQOR LABS permanently retains the right to display completed, publicly launched work in its portfolio, case studies, social media, and promotional materials, including screenshots, descriptions, and project narratives. This right survives termination of this Agreement. No confidential client data, unreleased work, or sensitive business information will be disclosed publicly without the Client's explicit prior written consent.

Client Content & Legal Compliance

The Client represents and warrants that all content, copy, images, logos, trademarks, and other materials provided to ZELYQOR LABS for use in the project are owned by the Client or that the Client has obtained all necessary rights, licenses, and permissions to use such materials. The Client assumes full legal responsibility for all content they provide.

ZELYQOR LABS shall not be liable for any claims, damages, or legal action arising from the Client's content, including but not limited to claims of copyright infringement, trademark infringement, defamation, or violation of any applicable laws or regulations.

The Client agrees to indemnify, defend, and hold harmless ZELYQOR LABS and its operators from and against any and all claims, liabilities, damages, losses, and expenses — including reasonable legal fees — arising out of or related to the Client's content, the Client's use of the delivered website, or the Client's breach of any representation, warranty, or obligation under this Agreement.

Third-Party Platforms & Services

Projects may incorporate third-party platforms, tools, and services including but not limited to Vercel, Netlify, Supabase, Stripe, Google Fonts, Formspree, Resend, Calendly, and others. The Client acknowledges and agrees to the following:

• The Client is solely responsible for creating, maintaining, and securing their own accounts on any third-party platforms used in their project
• All ongoing subscription fees, usage charges, hosting costs, domain registration fees, and any other recurring costs associated with third-party platforms are the Client's sole financial responsibility after project handoff
• ZELYQOR LABS is not responsible for and shall have no liability for any service outages, downtime, policy changes, pricing changes, feature deprecations, data loss, or security breaches caused by or occurring within third-party platforms
• Changes made by third-party platforms after project handoff that affect the site's functionality are outside the scope of this Agreement and will be addressed as a separate change order if the Client requests ZELYQOR LABS's assistance

Data, Privacy & Security

For projects involving client portal builds, database integrations, user authentication, or any system that collects, stores, or processes personal data belonging to the Client's end users, the following terms apply:

• ZELYQOR LABS will implement industry-standard security practices including authentication, data isolation, and encrypted connections during the build phase
• Upon project handoff, the Client assumes full and sole responsibility for the ongoing security, maintenance, and compliance of all systems delivered
• The Client is solely responsible for ensuring their use of the delivered system complies with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the Health Insurance Portability and Accountability Act (HIPAA) where applicable
• ZELYQOR LABS shall not be liable for any data breaches, unauthorized access, or privacy violations occurring after project handoff, including those resulting from the Client's weak passwords, failure to apply updates, misconfiguration, or negligence

Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with a project, including but not limited to business strategies, unreleased products, financial information, client data, and proprietary processes ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party.

This confidentiality obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice.

This Section survives termination or expiration of this Agreement for a period of three (3) years.

Warranties & Disclaimers

ZELYQOR LABS warrants that all services will be performed in a professional manner consistent with industry standards. All deliverables will be tested across current major browsers (Chrome, Safari, Firefox, Edge) and standard screen sizes prior to handoff.

Bug Fix Warranty: ZELYQOR LABS will correct, at no additional charge, any defects in the delivered work that are directly attributable to errors in ZELYQOR LABS's own code or design and that are reported within 14 calendar days of project launch (or 21 calendar days for portal and database builds). This warranty does not cover issues arising from Client modifications, third-party platform changes, browser updates, or features outside the original scope.

Except as expressly stated herein, all services are provided "as is" without warranty of any kind, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Limitation of Liability

To the maximum extent permitted by applicable law, ZELYQOR LABS's total cumulative liability to the Client for any and all claims arising out of or relating to this Agreement or the services provided — whether in contract, tort, negligence, strict liability, or otherwise — shall not exceed the total amount of fees actually paid by the Client to ZELYQOR LABS for the specific project giving rise to the claim.

In no event shall ZELYQOR LABS be liable for any: (a) indirect, incidental, special, consequential, or punitive damages; (b) loss of profits, revenue, business opportunities, or goodwill; (c) loss or corruption of data; (d) business interruption; or (e) cost of substitute services — even if ZELYQOR LABS has been advised of the possibility of such damages.

The Client acknowledges that the fees charged by ZELYQOR LABS reflect and are set in part in reliance upon the limitations of liability set forth in this Agreement, and that such limitations form an essential basis of the bargain between the parties.

Force Majeure

Neither party shall be held liable or in breach of this Agreement for any delay or failure in performance resulting from causes beyond that party's reasonable control, including but not limited to acts of God, natural disasters, government actions, internet or infrastructure outages, pandemic, war, or other events of force majeure. The affected party shall provide prompt written notice to the other party and shall resume performance as soon as reasonably practicable.

Dispute Resolution & Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, United States, without regard to its conflict of law provisions.

Informal Resolution: Before initiating any formal legal proceeding, both parties agree to make a good-faith effort to resolve any dispute informally by contacting ZELYQOR LABS at hello@zelyqor.com. The parties will have 30 days from the date of written notice to attempt informal resolution.

Binding Arbitration: If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered in Louisiana in accordance with applicable arbitration rules. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Small Claims Exception: Either party may bring an individual claim in small claims court in Louisiana if the claim qualifies under that court's jurisdictional limits.

Class Action Waiver: The Client expressly waives any right to bring any claim as a class action, collective action, or representative action. All claims must be brought on an individual basis.

Attorneys' Fees: In any dispute in which ZELYQOR LABS prevails, the Client agrees to reimburse ZELYQOR LABS for all reasonable attorneys' fees and costs incurred.

General Provisions

Entire Agreement: This Agreement, together with any signed project contract, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written.

Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

No Waiver: ZELYQOR LABS's failure to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision in the future.

Amendments: ZELYQOR LABS reserves the right to update or modify these terms at any time. Updated terms will be posted to this page with a revised effective date. Continued engagement of services after such posting constitutes acceptance of the revised terms. Clients with active, signed project contracts will not be affected by mid-project updates.

Assignment: The Client may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of ZELYQOR LABS. ZELYQOR LABS may assign this Agreement without restriction.

Independent Contractor: ZELYQOR LABS operates as an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency between the parties.

Acceptance & Agreement

The Client agrees to be legally bound by this Agreement upon taking any of the following actions:

• Submitting a project inquiry through the ZELYQOR LABS intake form
• Executing a signed project contract referencing these terms
• Making any payment — including a deposit — toward an ZELYQOR LABS project
• Providing written confirmation via email or message that they agree to these terms

No physical signature is required. Digital acceptance constitutes a legally binding agreement under applicable electronic signature and contract law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.